Voglio sapere a riguardo di…

jbell on DSKJLSW7X2PROD with NOTICES

Federal Register / Vol. 86, No. 20 / Tuesday, February 2, 2021 / Notices invested in the Potential Co-Investment Transaction by the participating Regulated Funds and any participating Affiliated Funds, collectively, exceeds the amount of the investment opportunity, the investment opportunity will be allocated among them pro rata based on the size of the Internal Orders, as described in Section III.A.1.b. of the application. Each Adviser to a participating Regulated Fund will promptly notify and provide the Eligible Trustees with information concerning the Affiliated Funds and Regulated Funds order sizes to assist the Eligible Trustees with their review of the applicable Regulated Funds investments for compliance with these Conditions.
c After making the determinations required in Condition 1b above, each Adviser to a participating Regulated Fund will distribute written information concerning the Potential Co-Investment Transaction including the amount proposed to be invested by each participating Regulated Fund and each participating Affiliated Fund to the Eligible Trustees of its participating Regulated Funds for their consideration. A Regulated Fund will enter into a Co-Investment Transaction with one or more other Regulated Funds or the Affiliated Funds only if, prior to the Regulated Funds participation in the Potential Co-Investment Transaction, a Required Majority concludes that:
i The terms of the transaction, including the consideration to be paid, are reasonable and fair to the Regulated Fund and its shareholders and do not involve overreaching in respect of the Regulated Fund or its shareholders on the part of any person concerned;
ii the transaction is consistent with:
A The interests of the Regulated Funds shareholders; and B the Regulated Funds then-current Objectives and Strategies;
iii the investment by any other Regulated Funds or Affiliated Funds would not disadvantage the Regulated Fund, and participation by the Regulated Fund would not be on a basis different from, or less advantageous than, that of any other Regulated Funds or Affiliated Funds participating in the transaction;
provided that the Required Majority shall not be prohibited from reaching the conclusions required by this Condition 2ciii if:
A The settlement date for another Regulated Fund or an Affiliated Fund in a Co-Investment Transaction is later than the settlement date for the Regulated Fund by no more than ten business days or earlier than the
VerDate Sep<11>2014

19:08 Feb 01, 2021

Jkt 253001

settlement date for the Regulated Fund by no more than ten business days, in either case, so long as: x The date on which the commitment of the Affiliated Fund and Regulated Funds is made is the same; and y the earliest settlement date and the latest settlement date of any Affiliated Fund or Regulated Fund participating in the transaction will occur within ten business days of each other; or B any other Regulated Fund or Affiliated Fund, but not the Regulated Fund itself, gains the right to nominate a director for election to a portfolio companys board of directors, the right to have a board observer or any similar right to participate in the governance or management of the portfolio company so long as: x The Eligible Trustees will have the right to ratify the selection of such director or board observer, if any;
y the Adviser agrees to, and does, provide periodic reports to the Regulated Funds Board with respect to the actions of such director or the information received by such board observer or obtained through the exercise of any similar right to participate in the governance or management of the portfolio company;
and z any fees or other compensation that any other Regulated Fund or Affiliated Fund or any affiliated person of any other Regulated Fund or Affiliated Fund receives in connection with the right of one or more Regulated Funds or Affiliated Funds to nominate a director or appoint a board observer or otherwise to participate in the governance or management of the portfolio company will be shared proportionately among any participating Affiliated Funds who may, in turn, share their portion with their affiliated persons and any participating Regulated Funds in accordance with the amount of each such partys investment; and iv the proposed investment by the Regulated Fund will not involve compensation, remuneration or a direct or indirect 20 financial benefit to the Advisers, any other Regulated Fund, the Affiliated Funds or any affiliated person of any of them other than the parties to the Co-Investment Transaction, except A to the extent permitted by Condition 14, B to the extent permitted by section 17e or 57k, as applicable, C
indirectly, as a result of an interest in the securities issued by one of the parties to the Co-Investment Transaction, or D in the case of fees or 20 For example, procuring the Regulated Funds investment in a Potential Co-Investment Transaction to permit an affiliate to complete or obtain better terms in a separate transaction would constitute an indirect financial benefit.

PO 00000

Frm 00058

Fmt 4703

Sfmt 4703

7897

other compensation described in Condition 2ciiiBz.
3. Right to Decline. Each Regulated Fund has the right to decline to participate in any Potential CoInvestment Transaction or to invest less than the amount proposed.
4. General Limitation. Except for Follow-On Investments made in accordance with Conditions 8 and 9
below,21 a Regulated Fund will not invest in reliance on the Order in any issuer in which a Related Party has an investment.22
5. Same Terms and Conditions. A
Regulated Fund will not participate in any Potential Co-Investment Transaction unless i the terms, conditions, price, class of securities to be purchased, date on which the commitment is entered into and registration rights if any will be the same for each participating Regulated Fund and Affiliated Fund and ii the earliest settlement date and the latest settlement date of any participating Regulated Fund or Affiliated Fund will occur as close in time as practicable and in no event more than ten business days apart. The grant to one or more Regulated Funds or Affiliated Funds, but not the respective Regulated Fund, of the right to nominate a director for election to a portfolio companys board of directors, the right to have an observer on the board of directors or similar rights to participate in the governance or management of the portfolio company will not be interpreted so as to violate this Condition 5, if Condition 2ciiiB is met.
6. Standard Review Dispositions a General. If any Regulated Fund or Affiliated Fund elects to sell, exchange or otherwise dispose of an interest in a security and one or more Regulated Funds and Affiliated Funds have previously participated in a Co21 This exception applies only to Follow-On Investments by a Regulated Fund in issuers in which that Regulated Fund already holds investments.
22 Related Party means i any Close Affiliate and ii in respect of matters as to which any Adviser has knowledge, any Remote Affiliate.
Close Affiliate means the Advisers, the Regulated Funds, the Affiliated Funds and any other person described in section 57b after giving effect to rule 57b1 in respect of any Regulated Fund treating any registered investment company or series thereof as a BDC for this purpose except for limited partners included solely by reason of the reference in section 57b to section 2a3D. Remote Affiliate means any person described in section 57e in respect of any Regulated Fund treating any registered investment company or series thereof as a BDC for this purpose and any limited partner holding 5% or more of the relevant limited partner interests that would be a Close Affiliate but for the exclusion in that definition.

E:FRFM02FEN1.SGM

02FEN1